Final Results

Fiske PLC 12 August 2002 Fiske plc - Preliminary Results for the year ended 31 May 2002 ___________________________________________________________ Chairman's Statement Net profits before tax for the year ended 31 May 2002 were £457,000 (2001 - £1,837,000). These results included the benefit of profits of £1,097,000 (2001 - £1,246,000) arising on the sale of a further part of our shareholding in the London Stock Exchange. The results from trading, excluding these exceptional profits, were therefore a loss of £640,000 (2001 - profit £601,000). The loss was caused by the greatly reduced level of private client activity on the stock market which is our principal business. During the year we took steps further to reduce our overhead structure, with the associated costs involved being written off as ordinary expenditure. We continue to keep a close eye on overheads. On the 5 June 2002 we made our first major acquisition, announcing the purchase of Ionian Group Ltd for 1,462,000 ordinary shares of Fiske plc and £430,000 in cash, equivalent to a total consideration of £1.58 million. Ionian is an investment management company acting on behalf of corporate, institutional and private investment clients with some £52 million under management. Net tangible assets acquired were principally cash of £430,000. Audited profits after tax for the year ended 30 April 2001 were £206,000. We believe this transaction will strengthen our business and improve the quality of our earnings. Ionian has recently moved its offices and now shares those occupied by Fiske, thus maximising the use of our existing facilities and personnel. The principal shareholder and director of Ionian, Stephen Cockburn, was a non-executive director of Fiske. He has now become an executive director and deputy chairman of Fiske and his colleague, Philip Lovegrove, has also joined the board in an executive role. As a consequence of the issue of 1,462,000 ordinary 25p shares as part of the vendor consideration for the acquisition of Ionian, Fiske is left with very little scope to issue further shares should the need arise. Accordingly, the directors have decided to seek authority from shareholders at the forthcoming Annual General Meeting ('AGM') to increase the authorised share capital of the company from £2,200,000 to £3,000,000 by the creation of 3,200,000 additional ordinary shares of 25p each. As stated in my interim report, Malcolm Bryant resigned from the board in October 2001. As stated at the time of the acquisition of Ionian Group Ltd it remains the intention of the board to appoint a further non-executive director. It is with great regret that I record the death of Bill Short on the 4 July 2002. Bill joined Fiske within three months of its founding in 1973 and became finance partner and then finance director on the incorporation of the partnership in 1988. He retired from his executive role in 1997 and from the board in 1999. He made a significant contribution to the growth of the firm and in particular to the policy of financial prudence which has been one of its hallmarks. He will be greatly missed by his former colleagues, several of whom had worked with him for many years. Since the 31 May 2002 we have sold a further 75,000 shares of the London Stock Exchange realising a profit of £319,000. We retain a holding of 100,000 shares, which are held in our balance sheet at nil cost. Our net tangible assets, which are predominantly cash, amount to approximately 50p per share, after adjusting for the effect of the Ionian acquisition. The trading outlook for the current financial year is far from clear. We have, however, been able to maintain our strong balance sheet, kept our costs under control and have taken the opportunity to expand in a related field of operations. This should bring both improved business and integration benefits. In view of this and as a measure of our confidence in the future, we have decided to recommend a final dividend per share of 3.75p, making a total dividend for the year of 5.75p. Although this is not fully covered by net profit after tax, in light of the above and the substantial profits made on the sales of part of our shareholding in the London Stock Exchange, the board believes this to be appropriate. The total dividend per share for the year will thus be the same as that for the previous year. Your board recognises that the continuing success of the company is dependent, to a significant degree, upon the commitment and motivation of key employees. Consequently the board considers that existing EMI options, granted with performance conditions which are now accepted as unachievable under current market conditions, cease to be a motivating factor for key employees in the future performance of the company. In July 2002 the company therefore invited existing EMI option holders to surrender and thereby cancel all of their unvested EMI options, which they have all duly done. Accordingly, your board proposes to seek authority at the forthcoming AGM to grant new EMI options to key employees, with the exercise of such options being made subject to the satisfaction of performance conditions which, in the view of the directors, require a significant and sustained improvement in the underlying financial performance of the company. This will improve the board's ability to reward and retain key employees, and do so in a way which allies their interests as closely as possible with the shareholders of the company. I wish to pay tribute to all who work at Fiske, our staff and our associates, for the dedicated and professional way in which they carry out their tasks. G Maitland Smith Chairman 9 August 2002 Profit and Loss Account Year ended 31 May 2002 2002 2001 £'000 £'000 TURNOVER Gross commission receivable 2,326 4,614 Commission payable (904) (1,949) Other income 301 460 1,723 3,125 Staff costs (987) (1,215) Depreciation (111) (102) Other operating charges (1,469) (1,477) (2,567) (2,794) OPERATING (LOSS)/PROFIT (844) 331 Exceptional gain on disposal of fixed asset investment 1,097 1,236 Other income from fixed asset investments 19 16 Interest receivable and similar income 186 257 Interest payable and similar charges (1) (3) PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 457 1,837 Tax on profit on ordinary activities (162) (560) PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 295 1,277 Dividends paid and proposed (429) (373) Retained (loss)/profit for the financial year (134) 904 Retained profit brought forward 1,806 902 Retained profit carried forward 1,672 1,806 Basic earnings per share 4.5p 19.7p Diluted earnings per share 4.4p 18.3p Headline (losses)/earnings per share (7.3)p 6.4p Headline diluted (losses)/earnings per share (7.3)p 5.9p All activities relate to continuing operations; there are no recognised gains or losses other than the profit for the current and prior years. Note Earnings per share Basic earnings per share has been calculated by dividing the profit on ordinary activities after taxation by the weighted number of shares in issue during the year. Diluted earnings per share is basic earnings per share adjusted for the effect of conversion into fully paid shares of the weighted average number of share options during the year. Headline losses and earnings per share have been calculated in accordance with the definition in the Institute of Investment Management Research ('IIMR') Statement of Investment Practice No. 1, 'The Definition of IIMR Headline Earnings', in order to take out the exceptional gain arising on disposal of London Stock Exchange shares, as follows: 31 May 2002 Diluted Diluted Basic eps Headline eps Basic eps Headline eps £'000 £'000 £'000 £'000 Profit on ordinary activities after taxation 295 295 295 295 Less: Exceptional gain on disposal of fixed asset investment after tax - (768) - (768) Plus: Adjustment to reflect impact of dilutive share options - - 5 - Earnings/(losses) 295 (473) 300 (473) Number of shares (000s) 6,499 6,499 6,788 6,499 Earnings/(losses) per share (pence) 4.5 (7.3) 4.4 (7.3) 31 May 2001 Diluted Diluted Basic eps Headline eps Basic eps Headline eps £'000 £'000 £'000 £'000 Profit on ordinary activities after taxation 1,277 1,277 1,277 1,277 Less: Exceptional gain on disposal of fixed asset investment after tax - (865) - (865) Earnings 1,277 412 1,277 412 Number of shares (000s) 6,485 6,485 6,969 6,969 Earnings per share (pence) 19.7 6.4 18.3 5.9 31 May 2002 31 May 2001 Number of shares (000s): Weighted average number of shares 6,499 6,485 Dilutive effect of share option schemes 289 484 6,788 6,969 Balance Sheet 31 May 2002 2002 2001 £'000 £'000 FIXED ASSETS Tangible assets 159 254 Investments 387 99 546 353 CURRENT ASSETS Market and client debtors 6,424 9,818 Other debtors 132 210 Cash at bank and in hand 3,716 4,347 10,272 14,375 CREDITORS: amounts falling due within one year Market and client creditors (6,507) (9,875) Other creditors (664) (1,072) (7,171) (10,947) NET CURRENT ASSETS 3,101 3,428 TOTAL ASSETS LESS CURRENT LIABILITIES 3,647 3,781 PROVISION FOR LIABILITIES AND CHARGES - - 3,647 3,781 CAPITAL AND RESERVES Called up share capital 1,630 1,630 Share premium account 345 345 Profit and loss account 1,672 1,806 EQUITY SHAREHOLDERS' FUNDS 3,647 3,781 These financial statements were approved by the Board of Directors on 9 August 2002. Cash Flow Statement For the year ended 31 May 2002 2002 2001 Notes £'000 £'000 Net cash (outflow)/inflow from operating activities 1 (764) 1,041 Returns on investment and servicing of finance 2 204 270 Disposal of fixed asset investment 1,097 1,236 Taxation - UK corporation tax paid (488) (740) Capital expenditure 2 (306) (135) Equity dividends paid (374) (373) Financing 2 - 8 (Decrease)/increase in cash 3,4 (631) 1,307 Notes to the Cash Flow Statement For the year ended 31 May 2002 1. RECONCILIATION OF OPERATING (LOSS)/PROFIT TO NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES 2002 2001 £'000 £'000 Operating (loss)/profit (844) 331 Depreciation charges 111 102 Decrease in debtors 3,471 27,565 Decrease in creditors (3,502) (26,957) Net cash (outflow)/inflow from operating activities (764) 1,041 2. GROSS CASH FLOWS 2002 2001 £'000 £'000 Returns on investments and servicing of finance Interest received 186 257 Interest paid (1) (3) Dividends received 19 16 204 270 Capital expenditure Payments to acquire tangible fixed assets (16) (111) Payment to acquire fixed asset investments (290) (24) (306) (135) Financing Issue of ordinary share capital - 3 Premium on issue of ordinary share capital less expenses - 5 - 8 3. ANALYSIS OF CHANGES IN NET CASH At 1 June Cash At 31 May 2001 flows 2002 £'000 £'000 £'000 Cash at bank and in hand 4,347 (631) 3,716 4. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 2002 2001 Note £'000 £'000 (Decrease)/increase in cash in the year 3 (631) 1,307 Change in net cash (631) 1,307 Net funds at 1 June 2001 4,347 3,040 Net funds at 31 May 2002 3,716 4,347 Final Dividend The final dividend of 3.75p will be paid, subject to shareholder approval, on 20 September 2002 to shareholders on the share register on 23 August 2002. The shares will go ex-dividend on 21 August 2002. Note to the financial statements for the year ended 31 May 2002 The above results for the year ended 31 May 2002 are an abridged version of the company's audited statutory financial statements which have not yet been filed with the Registrar of Companies. The balance sheet and profit and loss account do not constitute statutory financial statements within the meaning of Section 240 of the Companies Act 1985 (as amended). These statements have been prepared on a consistent basis with the accounting policies as stated in the previous and current years' financial statements. The results for the years ended 31 May 2002 and 2001 have been extracted from the financial statements of the company on which unqualified reports from the auditors have been issued and which in respect of 31 May 2001 accounts have been filed with the Registrar of Companies. Copies of this announcement are available from the company's registered office at Salisbury House, London Wall, London, EC2M 5QS. The Annual Report and Accounts will be sent to shareholders on 15 August 2002. Enquiries: Clive Harrison (Chief Executive Officer) - 020 7448 4700 This information is provided by RNS The company news service from the London Stock Exchange

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